Terms & Conditions


Cali Designers possesses technical expertise in the creation and development of website technology and Client desires to engage Cali Designers in one or multiple of the following services:  web design (the “Web Design Project”), Search Engine Optimization (“SEO”), Application design, and online marketing/advertisement, in accordance with the terms and conditions set forth in this Agreement.

Client and Cali Designers agree as follows:

RETENTION OF DEVELOPER.  Client hereby retains the services of Cali Designers for the Web Design Project to be published on Client’s account on the Internet Service Provider (ISP)/Web Presence Provider (WPP) computer (Hosting Service).

DESCRIPTION OF SERVICES.  Cali Designers will provide the following services connected with the development of the Website if elected by Client:  SEO, Application design, and online marketing/advertisement.  As Cali Designers completes the Web Design Project, Cali Designers will submit the completed materials to Client for approval.  Client will have 30 days to approve the completed materials or provide corrections and comments, if needed.  No corrections/comments after 30 days demonstrates completion of the project to Client’s satisfaction.

PAYMENT FOR SERVICES.  In consideration of the services to be performed by Cali Designers, Client agrees to compensate Cali Designers for the services rendered as provided in the Invoice.  See SEO payment below (Search Engine Optimization).

CONFIDENTIALITY.  Cali Designers will not at any time or any manner, either directly or indirectly, use forth personal benefit of Cali Designers, or divulge, disclosure, or communicate in any manner any information that is proprietary to Client.  Cali Designers will protect such information and treat it as strictly confidential.  This provision shall continue to be effective after the termination of this Agreement.

WEB HOSTING. Client agrees to select a web hosting service which allows Cali Designers full access to the website or use Cali Designers web hosting service (cost to be determined in separate agreement).

SEARCH ENGINE OPTIMIZATION (“SEO”).  Cali Designers will provide Client with SEO Services as described in this contract.  Cali Designers will use specific keywords and/or phrases to improve the search engine ranking of, and/or position the contents of the Client’s website.  Cali Designers will research keywords and phrases to select appropriate, relevant search terms; obtain “back links” from other related websites and directories in order to generate link popularity and traffic; editing and/or optimization of text for various html tags, meta data, page titles, and page text as necessary

The agreed upon fee for SEO services is to be paid at the beginning of every month with the amount as indicated on the invoice.  All fees must be paid in full every month prior to the month’s SEO campaign.  All fees are non-refundable.  Due to the competiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, Cali Designers does not guarantee #1 position or consistent top 10 positions for any particular keyword, phrase, or search term.

TERM/TERMINATION.  Unless otherwise agreed upon, this Agreement will terminate upon completion of the Services.

TERMINATION ON DEFAULT.  If a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate this Agreement by providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default. The party in default shall have 14 business days from the effective date of such notice to cure the default(s). Unless waived by the party providing the notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.

RELATIONSHIP OF PARTIES.  It is understood by the parties that Cali Designers is an independent contractor with respect to Client, and not an employee of Client.

LAWS AFFECTING ELECTRONIC COMMERCE.  Client agrees that Client is solely responsible for complying with laws, taxes, and tariffs that governments enact and fix from time to time in connection with Internet electronic commerce, and shall indemnify, hold harmless, protect, and defend Cali Designers and its subcontractors from any cost, claim, suit penalty, or tariff, including attorneys’ fees, costs, and expenses, arising from Client’s exercise of Internet electronic commerce.

EMPLOYEES.  Cali Designers’ employees, if any, who perform services for Client under this Agreement shall also be bound by the provisions of this Agreement.

USE OF TEXT, PHOTOS, ETC.  Client represents and warrants to Cali Designers that the Client owns (or has a legal license to use) all photos, text/content, artwork, graphics, designs, trademarks, and other materials provided to Cali Designers for inclusion in the Website, and that Client has obtained all waivers, authorizations, and other documentation that may be appropriate to evidence such ownership. Client shall indemnify and hold the Cali Designers and it’s representatives harmless from all losses and claims, including attorney fees and legal expenses, that may result by reason of claims by third parties related to such materials.

ASSIGNMENT.  Cali Designers’ obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of Client.

DISCLAIMER OF WARRANTIES.  Except as expressly set forth in this agreement, the parties hereby specifically disclaim any representations or warranties, express or implied, regarding the services, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance.

LIMITATION OF LIABILITY.  Under no circumstances shall either party be liable to the other party or any third party for indirect, incidental, consequential, special or exemplary damages (even if that party has been advised of the possibility of such damages), arising from any provision of this agreement such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, or liabilities to third parties arising from any source.

ENTIRE AGREEMENT.  This agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement, whether oral or written.

SEVERABILITY.  If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.  If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

AMENDMENT.  No amendment, waiver, or discharge of any provision of this Agreement shall be effective against Cali Designers or Client without the written consent of both Cali Designers and Client.

NOTICES.  Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, to the addresses mentioned above.

ARBITRATION.  Cali Designers and Client agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation.  Should the parties fail to resolve any such disagreement, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Los Angeles County.

APPLICABLE LAW.  This Agreement shall be governed by the laws of the State of California.

Client acknowledges that he/she/it has read and understands this Agreement and agrees to be bound by its terms and conditions by signing the invoice.